UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 25, 2012
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-147104 26-1342810
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
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(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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On July 25, 2012, the Company conducted an Annual Meeting of its
Shareholders at its corporate offices at 7675 Dagget Street, Suite 150, San
Diego, California, 92111. At the Annual Meeting of the Shareholders, the
shareholders were asked to consider and vote upon the following proposals:
1. The election of four members of the Board of Directors to hold office
until the next annual meeting of stockholders or until their
respective successors have been elected and qualified. The following
persons were nominated to be directors of the Company: Robert Noble,
Chairman, Jay S. Potter, John Evey and Desmond Wheatley.
2. Ratification of the 2011 Stock Incentive Plan for the Directors,
Officers, Employees and Key Consultants of Envision Solar
International, Inc.
3. Ratification of the appointment of Salberg & Company, P.A. as the
Company's independent registered public accounting firm for the fiscal
year ending December 31, 2012.
A quorum of shareholders was present at the meeting in person or by proxy.
Based on the completed count of votes by the Inspector of Election for the
shareholder meeting, the following shareholder vote was made for the following
proposals with the following voting results:
1. PROPOSAL ONE: To elect a Board of up to four (4) directors to hold
office until the next annual meeting of stockholders or until their respective
successors have been elected and qualified. The nominees were Robert Noble, Jay
S. Potter, John Evey and Desmond Wheatley.
FOR WITHHELD BROKER NON-VOTES
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Robert Noble: 22,317,435 874,144 9,906,894
Jay S. Potter: 21,983,518 1,208,061 9,906,894
John Evey: 22,317,320 874,259 9,906,894
Desmond Wheatley: 22,314,685 876,894 9,906,894
2. PROPOSAL TWO: To ratify the adoption of the 2011 Stock Incentive Plan
for the Directors, Officers, Employees and Key Consultants of Envision Solar
International, Inc.
FOR AGAINST WITHHELD BROKER NON-VOTES
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21,281,593 1,615,232 294,754 9,906,894
3. PROPOSAL THREE: To ratify the appointment of Salberg & Company, P.A. as
independent registered public accountants for the fiscal year ending December
31, 2012.
FOR AGAINST WITHHELD BROKER NON-VOTES
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32,703,090 189,013 206,370 n/a
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ENVISION SOLAR INTERNATIONAL, INC.
July 29, 2012 By: /s/ Desmond Wheatley
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DESMOND WHEATLEY, CHIEF EXECUTIVE OFFICER
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